The Offering

Class A common stock offered by us 9,500,000 shares

Class A common stock offered by the

selling stockholders 2,624,000 shares

Common stock to be outstanding after

this offering:

Class A 31,176,651 shares

Class B 15,200,000 shares

Use of proceeds We estimate that the net proceeds to us from this offering will
be approximately $112.5 million.

We will not receive any proceeds from the sale of shares by the
selling stockholders.

We intend to use $12.0 million of the net proceeds from this

offering to redeem our Series A preferred stock, and
approximately $25.0 million and $16.3 million to repay
amounts outstanding under the term loan portion and the
revolving facility portion, respectively, of our senior secured
credit facility. We intend to use the remainder of the net
proceeds of this offering for general corporate purposes,
including capital expenditures and working capital. See
"Management's Discussion and Analysis of Financial Condition
and Results of Operations — Credit Facilities."

Voting rights After the completion of this offering, our common stock will
consist of two classes: Class A common stock and Class B
common stock. Purchasers in this offering will acquire Class A
common stock. Class A and Class B common stock are
identical in all respects, except with respect to voting and
conversion rights. Holders of Class A common stock are
entitled to one vote per share, and holders of Class B common
stock are entitled to 10 votes per share, on all matters to be
voted on by our common stockholders. Shares of Class A and
Class B common stock vote together as a single class on all
matters submitted to a vote of stockholders.

All of the Class B common stock will be beneficially owned by

Kevin A. Plank, our founder and Chief Executive Officer.
Immediately following the closing of this offering, Mr. Plank
will beneficially own shares of Class B common stock
representing 83.0% of the combined voting power of our
outstanding common stock. As a result, Mr. Plank will be able
to control the outcome of substantially all matters submitted to a
vote of our stockholders, including the election of directors,
amendments to our charter and mergers or other business
combinations.

Class B common stock conversion Shares of Class B common stock may only be held by
rights Mr. Plank, non-profit or other corporations or partnerships
controlled by him or his wife or trusts organized for the benefit
of him or his wife or children or for charitable purposes if he or
his wife controls the trust. We refer in this prospectus to each
such entity as a "Kevin A. Plank family entity." Shares of Class

JOHN JERVIN P. DELA PAZ Section-1

 B common stock that are transferred to a holder other than a
Kevin A. Plank family entity will automatically convert into a
like number of shares of Class A common stock. In addition,
all of the Class B common stock will convert into Class A
common stock on a one-for-one basis on the date upon which
the number of shares of Class A common stock and Class B
common stock beneficially owned by Mr. Plank and any
Kevin A. Plank family entities, in the aggregate, represents less
than 15.0% of the total number of shares of Class A and Class
B common stock outstanding. See "Description of Capital
Stock — Common Stock."

Nasdaq symbol UARM

Risk Factors See "Risk Factors" beginning on page 7 and other information
included in this prospectus for a discussion of factors that you
should carefully consider before investing in our Class A
common stock.

The number of shares of common stock that will be outstanding after this offering in the table
above excludes:

•
4,265,624 shares of Class A common stock issuable upon exercise of outstanding stock options
with a weighted average exercise price of $3.39 per share, of which 971,834 were vested as of
November 17, 2005; and

•
2,783,000 additional shares of Class A common stock reserved for issuance under our 2005
Omnibus Long-Term Incentive Plan.

Except as otherwise noted, all information in this prospectus:

•
assumes that the underwriters do not exercise their option to purchase up to 1,818,600 additional
shares of Class A common stock from certain selling stockholders; and

•
gives effect to (i) a charter amendment that provides for the authorization of the issuance of up to
100,000,000 shares of Class A common stock and 16,200,000 shares of Class B common stock,
(ii) a 3-for-1 stock split of Class A common stock in the form of a stock dividend, which occurred
on May 3, 2005, (iii) a share exchange by Kevin A. Plank and two Kevin A. Plank family entities
of their shares of Class A common stock for shares of Class B common stock on a one-for-one
basis, (iv) the grant of 100 restricted shares of Class A common stock (approximately 40,000
shares in the aggregate) on consummation of this offering to each of our full-time employees
continuously employed by us since April 30, 2005, (v) in October 2005, the issuance of
22,666 shares of Class A common stock upon the exercise of stock options by two of our
employees and (vi) in November 2005, the grant of 3,000 restricted shares of Class A common
stock to one of our directors and the grant of 217,000 options to purchase our Class A common
stock on the pricing of this offering to 26 of our employees and three non-employees.

JOHN JERVIN P. DELA PAZ Section-1

Unsuccessful company
Nokia was the first to create a cellular network in the world. In the late 1990s and early 2000s, Nokia was
the global leader in mobile phones.

How they failed to innovate:

The company overestimated the strength of its brand and believed it could arrive late to the smartphone
race and still win. In 2008, one year after the first iPhone release, Nokia finally decided to compete with
Android, but it was too late. Their products weren't competitive enough.
Notes:
 Nokia delisted its Swedish Depository Receipts (SDRs) from Stockholm Stock Exchange. The
final day of trading was June 1, 2007
 Nokia delisted from Frankfurt Stock Exchange. The final day of trading was March 16, 2012

JOHN JERVIN P. DELA PAZ Section-1